(j) TAXES:

 (i) Lessee has filed or caused to be filed in such manner as
 is required by law or regulation all Tax returns which
 Lessee is required by any applicable law to file with
 any Government Entity or other taxing authority, and has
 paid or caused to be paid all Taxes reported on such
 returns to be due or which have become due pursuant to
 any notice, demand or assessment received by Lessee or
 any of its Affiliates, except for any such notice,
 demand or assessment (A) which is being contested in
 good faith in accordance with the applicable law, (B)
 which does not and will not involve a material risk of
 sale, forfeiture or loss of the Aircraft, the Airframe,
 any Engine or any Part, and (C) for which an adequate
 reserve has been established and maintained in the
 accounting records of Lessee in accordance with GAAP;

 (ii) no material claim for any Tax has been asserted against
 Lessee by any Government Entity or other taxing
 authority other than claims that are included in the
 liabilities for Taxes in the audited consolidated
 financial statements described in Clause 2.1(g) or

 33


 which are being contested in good faith by appropriate
 proceedings and with respect to which appropriate
 reserves have been maintained to the extent required by
 GAAP and which arose after the date of such audited
 consolidated financial statements and which does not and
 will not involve a material risk of sale, forfeiture or
 loss of the Aircraft;

 (iii) all applicable customs duties and Sales Taxes in respect
 of the Aircraft, its sale to Lessor and lease hereunder
 to Lessee on the Delivery date, have been paid;